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Bankboston Excess Benefit Supplement Employee Retirement Plan

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Sectors: Banking
Effective Date: March 30, 2001
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Exhibit 10(ff)


THE FIRST NATIONAL BANK OF BOSTON

EXCESS BENEFIT SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN 1. Purpose and Effective Date .

The purpose of this Plan is to provide an arrangement whereby eligible executives can be compensated for the reduction in retirement benefits that would otherwise be incurred by such executive as a result of the limitations imposed by sections 415 and 401(a)(17) of the Code in the calculation of retirement benefits under the Retirement Plan. The Plan is effective January 1, 1989. 2. Definitions .

(a) " Plan" means The First National Bank of Boston Excess Benefit Supplemental Employee Retirement Plan as set forth herein and as from time to time amended.


(b) " Employer" means The First National Bank of Boston and such of its affiliates which participate in the Plan.


(c) " Committee" means the Compensation Committee of the Board of Directors of the Bank.

(d) " Corporation" means Bank of Boston Corporation.

(e) " Bank" means The First National Bank of Boston.

(f) " Participant" means an executive who participates in the Plan.


(g) " Retirement Plan" means the Retirement Plan of The First National Bank of Boston and Certain Affiliated Companies.


(h) " Interest Rate" means the earnings equivalent rate at which Cash Balance Accounts are periodically increased under the Retirement Plan.

(i) " Code" means the Internal Revenue Code of 1986 as amended from time to time.


(j) " Change of Control" means the occurrence of any of the following events:

(i) a Bank Holding Company Act Control Acquisition,


(ii) a Twenty Percent Stock Acquisition,


(iii) an Unusual Board Change, or


(iv) a Securities Law Change of Control, unless, in the case of an event specified in item (i), (ii) or (iii), a majority of the Continuing Directors shall determine, not later


than 10 days after the Corporation knows or can reasonably be expected to know of the event, that the event shall not constitute a Change of Control for purposes of this Plan. A majority of the Continuing Directors may at any time prior to the expiration of such 10-day period (or prior to the expiration of any extension of such period pursuant to this sentence) extend such period or impose such time and other limitations on their determination as they may consider appropriate, and at any time may revoke their determination made in accordance with the preceding sentence that an event did not constitute a Change of Control for purposes of this Plan. A determination by a majority of the Continuing Directors that an event did not constitute a Change of Control under item (i), (ii) or (iii) shall not be deemed to apply to any other event, however closely related.

(k) " Bank Holding Company Act Control Acquisition" means an acquisition of control of the Corporation as defined in Section 2(a)(2) of the Bank Holding Company Act of 1956, or any similar successor provision, as in effect at the time of the acquisition.

(l) " Continuing Director" means any director (i) who has continuously been a member of the Board of Directors of the Corporation since not later than December 31, 1987, or (ii) who is a successor of a Continuing Director as defined in (i) if such successor (and any intervening successor) shall have been recommended or elected to succeed a Continuing Director by a majority of the then Continuing Directors.

(m) " Exchange Act" means the Securities Exchange Act of 1934, as in effect from time to time.

(n) " Securities Law Change of Control" means a change in control of the Corporation of a nature that would be required to be reported in-response to item 1(a) of Current Report on Form 8-K or item 6(e) of Schedule 14A of Regulation 14A or any similar item, schedule or form under the Exchange Act, as in effect at the time of the change, whether or not the Corporation is then subject to such reporting requirement.

(o) A " Twenty Percent Stock Acquisition" occurs when a " person" (other than the Corporation, any subsidiary of the Corporation, any employee benefit plan of the Corporation or of any subsidiary of the Corporation, or any " person" organized, appointed or established by the Corporation for or pursuant to any such plan), alone or together with its " affiliates" and its " associates" , becomes the " beneficial owner" of 20% or more of the common stock of the Corporation then outstanding. The terms " person" , " affiliate" , " associate" and " beneficial


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owner" have the meanings given to them in Section 2 of the Exchange Act and Rules 12b-2, 13d-3 and 13d-5 under the Exchange Act, or any similar successor provision or rule, as in effect at the time when the " person" becomes such a " beneficial owner" . The term " person" includes a group referred to in Rule 13d-5 under the Exchange Act, or any similar successor rule, as in effect when the group becomes such a " beneficial owner" .


(p) An " Unusual Board Change" occurs when Continuing Directors constitute two-thirds or less of the membership of the Board of Directors of the Corporation, whether as the result of a merger, consolidation, sale of assets or other reorganization, a proxy contest, or for any other reason or reasons.

3. Eligibility .

Such key employees of the Employer as are selected by the Committee shall be eligible to participate in the Plan. 4. Cash Balance Excess Benefit SERP .

(A) Cash Balance Excess Benefit Account

The Employer shall maintain one or more accounts (hereinafter called the Cash Balance Excess Benefit Account or Excess Benefit Account) on behalf of each Participant reflecting credits and adjustments as hereinafter set forth. For each calendar year commencing on or after January 1, 1989, there shall be credited to the Excess Benefit Account of each Participant an amount equal to the excess, if any, of (a) over (b) where


(a) is the Annual Cash Balance Credit to which the Participant would have been entitled under the Retirement Plan if such Annual Cash Balance Credit were assumed (i) to be calculated without regard to the limitations of section 415 of the Code or the provisions of Section 13.1 of the Retirement Plan designed to comply with such limitations, and (ii) to be based on the Executive' s " Current Compensation" as defined in the Retirement Plan without regard to the limitations of section 401(a)(17) of the Code and the corresponding limitations under the provisions of the Retirement Plan, and


(b) is the Annual Cash Balance Credit to which the Participant is in fact entitled under the Retirement Plan.


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Excess Benefit Credits shall be applied as of the last day of the calendar year or as of such other times as Annual Cash Balance Credits are applied under the Retirement Plan.

(B) Interest

Interest on the balance standing to a Participant' s Excess Benefit Account shall be credited at the same time, same rate, and under the same circumstances as interest is credited to a Participant' s Cash Balance Account under the Retirement Plan.

5. Prior Plan Excess Benefit Annuity .

Participant' s shall be entitled to receive a Prior Plan Excess Benefit Annuity equal to the excess if any, of (a) over (b) where

(a) is the annual Prior Plan Annuity to which a Participant would have been entitled under the Retirement Plan if such benefit were assumed (i) to be calculated without regard to the limitations of section 415 of the Code or the provisions of Section 13.01 of the Retirement Plan designed to comply with such limitations, and (ii) to be based on the Participant' s " Current Compensation" as defined in the Retirement Plan without regard to the limitations of section 401(a)(17) of the Code and the corresponding limitations under the provisions of the Retirement Plan, and


(b) is the annual Prior Plan Annuity to which a Participant is in fact entitled under the Retirement Plan.

6. Form and Timing of Benefit Distributions .

Upon a Participant' s retirement, termination of employment or death, the Participant or such other person or persons as may at that time be entitled to receive payments with respect to a Participant shall be entitled to receive the Prior Plan Excess Benefit Annuity (if any) determined in accordance with Section 5, and the balance in the Participant' s Cash Balance Excess Benefit Account determined as of the date benefits commence. The Prior Plan Excess Benefit Annuity and Cash Balance Excess Benefit Account shall be paid in the same form, on the same dates and over the same period as payment under the Retirement Plan, with the exception that the optional form of payment described in Section 7.4(c) of the Retirement Plan is not available as a


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distribution option. If the Excess Benefit Account is paid in a form other than a Lump Sum, such Excess Benefit Account shall be converted into an annuity form as provided under Section 4.2 of the Retirement Plan.

7. Administration of the Plan .

The Committee all oversee the administration of the Plan by the Bank' s Human Resources Department. The Committee shall have the exclusive power to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant. The Committee shall exercise its discretion under, the Plan in such manner as it determines appropriate and may, in its discretion, waive the application of any rule to any Participant. The Committee shall have no responsibility to exercise its discretion in a uniform manner among similarly situated Participants, and no decision with respect to any Participant shall give any other Participant the right to have the same decision applied to him or her.

8. Nature of Claim for Payments .

Except as herein provided the Employer shall not be required to set aside or segregate any assets of any kind to meet any of its obligations hereunder, and all obligations of the Employer hereunder shall be reflected by book entries only. The Participant shall have no rights on account of this Plan in or to any specific assets of the Employer. Any rights that the Participant may have on account of this Plan shall be those of a general, unsecured creditor of the Employer.


The Bank may establish a trust of which the Bank is treated as the owner under Subpart E of Subchapter J, Chapter 1 of the Code (a " grantor trust" ), and may from time to time deposit funds in such trust to facilitate payment of the benefits provided under the Plan. In the event the Bank establishes such a grantor trust with respect to the Plan and, at the time of a Change of Control, such tru
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